Halloween Havoc
by AmandaArtiste
Summary: The MIB are out to solve a mystery, only agents keep disappearing. What's happened to them all? Alpha's back too and he's got plans for MIB HQ. R
1. Frankenstein Thy Name is Alpha

*Red headed agent in a black enchantress outfit approaches.* Hi all! This is Agent Di. Hope you'll enjoy this fiction, it's about a holiday that's especially great because, well---it's my birthday too! ^_^ Anyways, I don't own MIB: The Series (they own the original characters). Delia, Chanda, or Jen own certain characters, while the rest are my own spooky creations (and so is this story). *Pulls out blaster and aims it reader, pulls trigger, flag shoots out reading…_HAPPY HALLOWEEN!_*

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Halloween Havoc

Part One: Frankenstein Thy Name is Alpha

Tawny and Charles walked along a dusty path near one of the few remaining patches of woods around the outskirts of town. Halloween was drawing near and the leaves were already transforming the landscape into a beautiful portrait of red, yellow, and orange colors. The mood was serene and even a bit eerie. The lack of noise was to blame.

"AAHHH!!!"

"MWUHAHAHAHA!!!"

"Bzzzz…"

Charles jumped back from where he stood on the path and glanced frantically around. "D-did you hear that?"

"Relax tiger," Tawny laughed, "there's a haunted trail nearby. Some charity thing or somethin' so don't have a cow."

Charles tried to regain his composure without looking too much like a wimpy little geek, not easy to do after having jumped ten feet in the air in front of his girlfriend.

"Gosh I love Halloween," Tawny laughed shoving another stick of gum in her mouth, "People are such gullible saps."

"I couldn't agree more." a sinister figure stepped out on the path in front of the two teenagers.

"W-who are you?" Charles stammered.

"Aw he's probably just one of the spooks they got for the trail," Tawny scoffed, "Hey buddy, the haunted trail's over that way!"

"You don't say," the decrepit figure slinked closer to them.

"Yeah I do say," Tawny snapped, "and stop lookin' at me like that. You're giving me the creeps."

"Oh do forgive me," the ghastly man apologized.

"W-what are you supposed to be anyway?" Charles asked, he had a _bad_ feeling about this. "Frankenstein?"

A loud cackle escaped the grim figure's lips and the sound of ripping material followed. Before another thought could enter the minds of the two shocked teenagers a large stinger emerged from behind the madman and stung his helpless prey.

******

Agent X walked along one of the many corridors at the MIB HQ. Turning every so often to glance over his shoulder. He could've sworn that he'd heard someone following him!

The footsteps came again and he spun around just in time to see…nothing. Not a soul. He KNEW he wasn't losing his mind. An alien of his caliber could never suffer from a thing like insanity.

Then the footsteps came again, this time louder, more rapid. Again he spun around, this time dropping his folders in the process. And AGAIN, nothing.

"This is getting on my nerves." he muttered threateningly, hoping that the prankster behind this pathetic gag had heard him and would leave him the heck alone now.

He bent down to pick up his papers and reorganize the reports he'd just finished typing, and that's when it happened.

It started with the footsteps, the annoyed alien simply refused to look up this time. Then came the muffled sound of laughter. Again, Agent X would not let these feeble human mind games get to him. And then, just when he'd had enough and was ready to wring the neck of the jokester responsible…

"BOO!!!"

A hideous green, decaying face stared down at him from its hunched over position. The eyes were big, bloodshot, and yellow, with one dangling clear out of its socket. The teeth were jagged and long and covered with drool. This was no human, it was a…a… 

"MONSTER!" X shouted and took off down the hall at lightening speed.

The being seemed to be chasing him so he didn't look back, he simply ran for help. Surly he'd come across a human that he could feed this beast so that it would leave him alone!

Just then he spotted the perfect bait, his partner, Agent Elle.

"Hey!" she screamed as he grabbed her by the shoulders and spun around so that she was between him and the vile monster.

The creature staggered over to the blonde agent and---waved.

Instead of screaming bloody murder like X would've expected her to do Elle burst into laughter.

"Monster?" she chuckled, "Try agent."

The 'monster' removed its mask and the face of a very cocky Agent Delia smiled at X teasingly over Elle's shoulder. "Agent Delia to be exact."

"YOU!" X shrieked and lunged for the agent, forgetting that Elle stood between them.

Yazmine came down the hall a few seconds into the dispute and saw a very enraged Agent X struggling against his partner to strangle Agent Delia.

"You just wait human," he was shouting, "I'm gonna rip your OTHER face off!"

"Come and get me goblin bait!" she teased.

"That's enough! Stop fighting like children," Elle was ordering, but to no avail, "C'mon X, where's your sense of humor?"

"Oh I'm gonna think it's a laugh riot," he replied devilishly, "when she's spends her Halloween hooked to a heart and lung machine!"

"I'm afraid it's out of order," Yazmine smiled, cautiously approaching the bantering trio.

"Little help here." Elle begged, trying her best to keep her partner from doing something SHE'D later regret.

"Agent X, if you don't stop this at once and get back to your filing I'll have to sedate you." Yazmine warned.

"Fine!" he yelled, "By the time the drugs kick in, there'll be one less blonde demon around here!"

"And I happen to know that Zeeltor is looking for a 'guinea pig' to test his new popping candy corn on." she added slyly.

That was enough to stop even Agent X in his tracks. Glaring at Delia who merely stuck out her tongue he turned shoved past Elle and Yazmine, "You just wait human, this'll be a Halloween you'll NEVER forget!"

"Oh I don't doubt it." Delia snickered holding up the horrid mask. "Just wish I'd remembered my camera."

"You can take pictures later dear." Yazmine chuckled, "Right now Zed wants to see you all in his office. A new case has come in that _might_ require the assistance of a few more agents."

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*Told ya I'd have the first chapter up as soon as Fall Break freed me up some time. I'm gonna introduce more characters pretty soon and you'll all find out why I needed as many characters as I could get. ^_~ Read & Review!*


	2. Batty Behavior

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Halloween Havoc

Part Two: Batty Behavior

Zed sat drumming his fingers on his desk as he waited for the last few agents to make it up to his office for the briefing. Finally Agents Elle and Delia came in snickering about some prank that they had no doubt played on Agent X.

"I assume you two have a good excuse for being late?" he questioned just as an infuriated Agent X stalked in and slammed the door.

"Humans!" he bellowed, "Aliens get no respect on this planet."

"Aw c'mon X," Delia grinned slyly, "where's your Halloween spirit?"

Before another insult flew between the two bickering agents Zed took control of the meeting, "Agents please, we have a serious matter on our hands here. Two new murders have been committed on the outskirts of town and it looks like this predator is making its way straight into the city."

"Probably just some psycho in a scary mask," Jay shrugged, "it IS almost Halloween. This time of year brings out all the weirdoes."

A red headed agent coughed loudly behind Jay and reminded him in a threatening tone, "This time of year happens to be MY BIRTHDAY Agent Jay. So what are you implying that that makes me?!"

"Now you've done it," Agent Di's partner, Agent Chase, whispered to Jay.

"Agent Di," Zed spoke calmly, "I don't think Agent Jay meant any offense by that comment. _Did_ you Agent Jay?" Zed cocked an eyebrow to the sweating agent.

"Uh no, of course not. My bad." Jay laughed.

"Way to impress the ladies Slick." Kay grinned.

"The point is that this madman disassembles his victims, certain body parts are always missing while the rest get left behind." Zed continued.

"Which suggest that this murderous foe is none other than the local MIB loathing mastermind Alpha." Zeeltor chuckled, entering the room and causing Delia and Jay to practically jump out of their skin.

"Don't DO that!" Delia snapped.

"Where's your Halloween spirit?" X snickered.

"Rope it in Cowboy," Elle sighed.

"Precisely," Zed nodded to the scientist and his assistant as they took their place amidst the group of agents assembled before his desk, "and if Alpha IS back in action this could very well be a Halloween that NO ONE will be able to forget."

"So what's the plan Z-Man?" Jay inquired.

"The plan is we stop Alpha before he strikes again, and the only way to make sure of it is to put our top agents on the job." Zed instructed.

Jay flashed a gloating smile, "Knew you'd recognize my skills sooner or later."

"Think again Junior," Zed corrected him, "this is no job for rookies. I'm partnering Kay with Aileen for this one and sending you, Di, Chase, R, and Delia downtown for candy duty."

"Candy duty?" Chase repeated, "What's that?"

Zed grinned from ear to ear, "Oh you'll see. Now go report to Agents U and W. I believe this task will require something other than your usual black suits."

"B-but," Di stammered, "what about Alpha? Don't we get to play a role in taking down that menace?"

"Of course," Zed nodded, "you're the backup. Should anything go wrong the case goes to you and your fellow rookies."

Di grunted and headed for the door just as Zed added, "Oh and agents," the 'rookies' all turned around, "don't hold your breaths. The best of the best are on the case and I doubt that even Alpha's a match for them."

Mumbling complaints and feelings of hurt pride the agents filed out of the room leaving Kay, Aileen, Elle, and X behind.

X couldn't have been happier. _One blonde nuisance down and one to go._

Yazmine stared after the rookie agents with a look of pity. "Uh Sir, do you really think it was necessary to exclude them from such an important case?"

"I know it seems unfair now," Zed admitted, "but trust me, they'll have their hands plenty full taking care of candy duty."

******

"THIS IS INSANE!" Chase yelled over the wailing noise of six crying Ottip youngsters sprawled out on the floor kicking and screaming over their---Halloween costumes.

"Oh c'mon now," Agent V coaxed, "it's not so bad. Lots of little Earth girls would love to be a princess for Halloween."

The child tore the hat off her curled antenna and slung it across the room. Agent V gave up and started begging the young girl's brother not to pull his cousin's eye patch so hard. "Pirates don't snap each other with their costumes!" she shouted.

Agents Di and Delia stood in the midst of the chaos frozen in shock, "So this is candy duty." Di finally managed to say.

"Yeah," Delia responded, "taking the alien kids out trick-or-treating."

"This way they'll get a good feel of what it's like to be a child living on Earth, following Earth customs, and socializing with other humans their age." U recited.

Di and Delia just glared at the annoying by-the-book agent. "Don't you have some boots to lick?" Delia snapped.

Agent U just huffed and stomped away, with an alien child clinging to each leg.

"Uh partner," R called frantically, "I could use a little help with these witches!"

Delia glanced over at poor R who was getting whacked like a piñata by two Nixillians with broom sticks and pointed hats. 

"Trust me kids," she exclaimed, grabbing hold of the broomsticks, "you don't want what's inside this clown."

"Man this bites," Jay grumbled, "Kay, Elle, and X get to go off and take down Alpha while I'm stuck here babysitting a bunch of alien brats."

"I'm not an alien," a little Buntang with fake fangs tugged at Jay's suit, "I'm a vampire!"

"Sure your are," Jay scoffed.

The little boy looked annoyed and pretty soon Jay felt a set of plastic fangs sink into his leg.

"OW!"

"Orvald!" U scolded, "How many times have I told you not to bite other people?"

Jay was angrily rubbing his sore leg when Agent W walked in followed by another young woman carrying garments wrapped in plastic.

"Velcome to candy duty." she joked in a fake accent. "Here you vill soon know the true meaning of terror!"

"Am I supposed to laugh?" Chase grunted.

"No," W threw one of the costumes his way, "but you are supposed to try this outfit on for size."

"Why?"

"Because you've got candy duty." W reminded him, "And that means that you help me and U take these extraterrestrial darlings out trick-or-treating."

"And since when does that mean WE have to dress up?" R demanded.

"Teaching by example." U stated.

"Cool!" Di squealed happily, "I LOVE costumes!"

"Oh and everyone," W added, "this here's one of our newest recruits, Agent Lee. She's gonna help out with candy duty too. We're all gonna pair up and take groups of six."

The auburn hair agent peeked out from behind the stack of costumes she was holding, "Sounds like a plan to me. Nice to meet all of you."

"Love the hair." Delia commented as she helped the new agent with the costumes.

"Gray eyes?" Di noticed as she got a closer look at the newbie, "That is so cool!"

"Di here loves the eerie and unusual." Delia whispered to Lee.

"Who doesn't?" Lee laughed.

"So," Jay sauntered up to the new agent and ran a comb over his hair, "I guess we'll be partners since mine's off taking care of some…minor duties."

"You mean like saving the world?" R chuckled.

"So you got the short end of the Neuralyzer huh?" Lee inquired.

"Happens to the best of us." Jay smiled foolishly.

"Whoa!" Di exclaimed, "An enchantress, aw W how'd ya know?"

V laughed, "It's nice to see someone in the Halloween spirit."

"Alright rookies listen up," U was taking charge, or trying to, "this Halloween the MIB has decided to take the younger alien students out trick-or-treating. Since we only have two days to get these kids ready we're all gonna have to buckle down and get organized."

"There he goes again," W muttered, "Commander Killjoy."

"Uh-oh," Lee murmured, "I smell a party pooper."

"Now," U took out a clipboard and began jotting down names, "Di and Chase will be in charge of group one. Delia and R will take charge of group two. Group three's run by W and me. Group four is under the adult supervision of Agent Lee…and Jay."

"Did I sense a condescending tone when he said my name?" Jay scoffed.

"Here ya go Agent Jay," W shoved a costume into the grumpy agent's hands.

"What's this?" he asked.

"You're Halloween attire." W explained.

Jay hesitantly removed the plastic, dreading what horribly costume was waiting underneath. "YOU'VE GOT TO BE KIDDING ME!!!"

R and Chase turned to see Jay holding the costume up at arm's length in disgust. Once both aliens realized what it was they burst out laughing.

"This is some kind of bad dream," Jay moaned, "No way am I going out in public dressed as-"

"PETER PAN!" Delia cackled and hit the floor.

"W-with tights and everything!" Di snickered, falling next to her.

This was TOO funny. Even U had to laugh.

"Look at it this way Junior," Lee teased, "At least you can fly."

"Don't worry Jay," V patted the sulking agent on the shoulder, "she won't be so smug when she sees what she's wearing."

"Oh yeah, and who's she going as?" Jay asked.

V glanced around and leaned over to Jay's ear, "Tinker Bell."

A smile spread across Jay's face. V shook her head, 'Misery loves company.'

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*Alpha's gonna be back in the next chapter…even villains need a break. So enjoy the laughs for now (at Jay's expense, ^_^), cause there's plenty of spookiness to come!*


	3. A Fright in the Night

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Halloween Havoc

Part Three: A Fright in the Night

Up in Zed's office the remaining agents (the pros) were just finishing with their briefing. A new agent stood in the back, she had been transferred from a southern branch of the organization. Agent Lucy shifted in place against the wall. She'd been the head of medical department back at her old location. Giving up ordinary life to become an MIB agent was difficult in more ways than one, you never really knew when a certain branch was going to need you more than another.

"And that's why we feel that Alpha will be 'haunting' all the local haunted houses and trails in town. He just keeps moving inward from beyond the city limits. The next Halloween set up in his path is down by the new mall construction site. There's sure to be a crowd this close to the holiday and that means more victims for Alpha to use for spare parts." Zed continued.

"If you ask me it's about time that humans were good for something," X murmured.

Elle glared at him, "Maybe Alpha'd fancy those ears of yours to pick up all his favorite radio stations?"

"Agents please, this is serious, Alpha's sure to strike again this evening and we can't risk another civilian's life." Zed spoke up earnestly, "I'm sending all of you out to track him down before he decides to add any more 'borrowed' limbs to his new body."

"He's sure to have alien parts mixed in with whatever he's taken from his human victims." Kay pointed out, "For all we know he's twice as powerful as he was before."

Zed nodded in agreement, "As always, I'm advising all of you to use extreme caution."

"Wimps." X muttered, Elle pressed her heel down on top of his shoe.

"Dr. Yazmine and I have recently developed some technology that might come in handy when battling Alpha." Zeeltor offered cheerfully.

"If you'd all make a brief stop by the lab on your way out we'd be happy to equip you with the latest crime fighting gear the MIB has to offer. Agent Val herself helped us design the handheld weapons." Yazmine added.

"Any help you can provide would be greatly appreciated doctors." Zed said from behind a folder that he was skimming through.

"Why won't this Agent Val be accompanying us?" Aileen inquired.

"She's swamped with intergalactic weapons treaties right now," Zed answered, "the Ixllarian case alone should keep her tied up for weeks."

Another agent stood across the office from Agent Lucy. This blonde agent was preoccupied with pulling back her hair as Zed chatted with the other agents. She was a season professional at this, being the first female agent recruited by the MIB. Alpha and his evil plots to take the organization over were nothing new to her. Just another trivial annoyance that the MIB had to worry about.

Agent S glanced over at the new agent leaning against the wall. She seemed bored by the whole briefing. S smiled, it was nice to see another agent getting into field work and excited about saving the world. She'd get used to the briefings eventually, it'd had taken S a while to tolerate the long speeches of caution too.

A blue-point Siamese cat brushed against S's black pants. Elle may have Orion, but S has Anna, one smart Felonoid from Purmagia. Much like Frank in his dog disguise Anna (who already resembles a typical Earth cat) is able to fool humans into thinking that she's nothing more than what she seems. Occasionally she slips up and hisses an insult in front of a civilian but overall she's pretty good at keeping up her rouse.

"Now if you'll all follow Dr. Zeeltor and Dr. Yazmine down to the lab and please remember, no matter how powerful your weapons, Alpha's intellect can prove formidable." Zed spoke these last words of warning before dismissing the agents.

"Ready to roll?" Aileen asked Kay as they headed for the door.

Kay half smirked as he answered, "Always ready to defend Earth from scum like Alpha."

S watched the couple leave and sighed, Lucy noticed and placed a hand on her shoulder. S hadn't even heard the new agent approach, "Who-oh! You startled me dear."

"Sorry," Lucy apologized, "something wrong?"

S gave Lucy a weak smile, "Nothing I can't handle. Just dealing with old memories."

"You and Kay used to have something?"

"You could say that," S blushed, "but I think I've been replaced. MIB agents should focus on their duties anyway."

Lucy patted S's shoulder affectionately, "No one said it was an easy job. And I'll admit, it does get lonely. I've had some experiences back at my old lab. Truth be told, I was glad to get transferred up here."

"Looks like someone's made a friend." Anna purred in her usual, I'm always right on the money, tone.

"She talks?" Lucy asked, looking down at the smiling cat.

"Yes," S sighed, "and sometimes I'm tempted to borrow Frank's muzzle."

"Ugh," Anna shivered, "if there's anything worse than humans it's dogs."

Lucy gave S a questioning look. "She thinks humans were put on this Earth to serve cats." S laughed.

"Ack-hem," Zed coughed from his desk.

"Oops," S blushed, "guess we'd better hurry to the lab."

"Yeah," Lucy agreed, "maybe Zeeltor has a muzzle we could use?"

******

Chase and R grumbled over their costumes and pulled at the fabric which they claimed was chaffing their skin.

"There's just no pleasing some people." V shook her head.

"Hey, NOBODY'S got it worse than me!" Jay shouted, "Just look at these tights!"

Delia pulled back a bit of the plastic from her costume, "Great---a grim reaper---this'll remind X of my nightgown and then he'll laugh his freaking green socks off."

Lee was disappointed in her costume too, she was so embarrassed that she'd kept it concealed from the other agents. She figured even the kids would get a good laugh out of seeing her in it. "Hey Del, I'd be happy to trade with ya."

"Sure, nothing could be worse than this." Delia agreed and exchanged costumes with Lee.

"Remember," Lee chuckled, "no take backs."

Delia removed the plastic from her new costume and screeched, "I was wrong, this is TEN TIMES WORSE!"

"What?" Agent Jay, momentarily forgetting what V had told him, curiously peeked over Delia's shoulder and saw her new attire. "TINKERBELL?" he smirked before falling to the floor in a fit of laughter.

"VERY FUNNY JAY!" Delia yelled with clenched fists, "Or should I say---PETER PAN!"

Lee laughed and held up her new costume, "Cool. Just my style."

"Glad you like it." Delia said sarcastically.

"Sorry," Lee fought back more laughter, "but could you blame me for wanting to switch?"

"Settle down everyone," U addressed the classroom, "we need to practice for the big night."

"Practice?" Di questioned, "What's to practice?"

"How to hold a flashlight?" Chase joked.

"Now kids repeat after me," U instructed, "Trick-or-treat!"

W rolled her eyes, "I don't believe it. He's actually reached a NEW level of lame."

"Trick-or-treat!!!" the students shouted, a few purposefully chiming in late.

"Now the candy buddies," U went on.

"Candy buddies?" R asked, "Could this get more pathetic?"

"Yes." Jay answered, standing next to the alien in his green Peter Pan tights.

"What's U supposed to be anyway?" Di whispered to W.

W tossed V a sly grin, "A mime."

All of the other agents within earshot snickered.

"TRICK-OR-TREAT!" U repeated.

"Ah ah ah," Delia whispered, "he's not supposed to talk."

U's Halloween costume sat unopened on the desk behind him. He wouldn't bother unwrapping it, and risking getting it dirty or wrinkled, before Halloween night. Then Commander Killjoy would get a real taste of the Halloween spirit.

******

The sun was setting behind the tall buildings of the New York skyline. The air was brisk and a few fall leaves blew across the sidewalk and onto the construction site for the Mega Mall that would be completed by next spring.

Faint screams were heard behind a fence where a haunted maze was set up in a vacant lot. The screams grew shriller as the first group made their way into the center of the maze.

Wicked laughter followed. 

"Wow, Cory's getting really good at his mad scientist impression," Lizzy, one of the volunteers at the haunted maze stated to the next customer.

"Yeah," the young woman murmured, "it almost sounds like he really IS deranged."

A little boy clutched the woman's arm, "I'm scared sis. I changed my mind," he stammered, "let's go home."

"There's nothing to worry about," Lizzy assured the little boy, "they're all just students at the local college. Nothing's real and no one's in there to hurt you."

The woman and her brother entered the maze moments later. The path they followed was fraught with coffins, sticky goop, and cobwebs. Eerie music played and colored lights flickered as they walked. It was near the middle of the maze where the little boy slipped and fell. 

"Tim are you alright?" his sister asked, helping him to his feet.

Tim didn't say a word, he just looked down at his jeans. A red streak of blood came up to his hip. "Eww…"

"Don't worry, Tim. It's fake."

Two pale yellow eyes fell on the pair. They were in for the fright of their lives. Neither human had very impressive anatomy so he wouldn't bother extracting anything from them. He'd just set back in the shadows and watch the fun.

Tim and his sister continued on past the center of the maze. That's when they found the little surprise that he'd left them.

"Whoa," Tim whispered, "that looks so real!"

"What does?" 

Tim pointed ahead to a severed arm that was laying in their path, "Gross," his sister winced, "this place has gone overboard."

The sound of tearing fibers came from above them and a fake spider web fell in their faces. As if that wasn't frightening enough, this spider web contained the dismembered body of a male…missing his left arm (among other limbs).

"AAHHH!!!"

"That's gotta be Alpha." Aileen turned to Kay.

"We'd better get up there." Kay agreed.

The two agents dashed through the maze following the sounds of human screaming.

Back at the entrance Lizzy was getting worried, she took her walky-talky back out of her holster, "Charlie, you sure no one's come out yet?"

"Not a sign of anyone." came the concerned response of the man working at the exit.

"That's three groups I've sent in." Lizzy mumbled to herself.

"We'd better get in there fast," S whispered to Lucy. 

Lucy nodded, "Uh ma'am." Lizzy turned around, "We're safety in spectators from uptown--Inspectors 29 and 34--and we were sent down here to look over your facilities and make sure there are no fire or other safety hazards. So if you'd kindly allow us to get to work."

"Of course," Lizzy stepped aside and ushered them in, "but I think we may still have a few groups wondering around in there."

"We'll handle it," S assured her.

Inside the two women rushed through the maze, when they reached the center S let out a gasp.

"What is it?" Lucy swirled around.

"Kay's gun," S stooped down and picked up the weapon, "he'd never leave it behind."

"So you think something happened to him and Aileen?" Lucy questioned.

S gritted her teeth and stood up, nearly slipping on the blood spilt on the path. "If anything DID happen to him I'll disassemble Alpha myself! Piece-by-piece."

"Is that so?" a crude voice chuckled from behind them.

The agents barely had time to look behind them when-

BAM!

…darkness.

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*Getting into more suspense now, yay! I told you Alpha'd be back. ^_^ Don't forget to review and let me know what you think about all this. Thanks!*


	4. Send in the Rookies

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Halloween Havoc

Part Four: Send in the Rookies

Anna purred around Elle's legs impatiently waiting for her human partner to emerge from the other end of the maze.

"Leave it to a human to get lost in such a simple obstacle coarse." she groaned.

"I know," X nodded.

Elle shot them both a threatening glance just as Lizzy's voice came over Charlie's walky-talky, "Charlie, has that other group come out yet?"

"No," the concerned worker sighed, "think we should go in and find them?"

"Wouldn't Cory or one of the other monsters have led them out?" Lizzy asked.

"I haven't been able to get through to any of them," Charlie replied.

"Well, there's two safety inspectors wandering around in there too."

"What should we do?"

"Leave it to us," Elle spoke up, "We're undercover reporters from _The Manhattan Post_, we were sent out here to critique this haunted maze for a Halloween article we're doing for the paper."

"I'm sure I can manage my way around in there," X gloated.

Anna purred in agreement and slipped through the worker's legs. "Um…is this cat with you?" Charlie asked.

"Yes, she's our--uh--pet of the week, for the paper's adoption section." Elle lied.

"Now if you'll excuse us," X shoved past the worker, "we've got an article to write!"

Elle followed her partner and the talking alien cat deep inside the twisting maze. The lights flickered off the walls and eerie noises echoed around them. 

"Humans actually find this fun?" X asked in disbelief, "It's just---weird."

"Nice choice of words," Elle teased, "But a good scare never hurt anyone, and one every now and then would do you good."

"Then how come you always get mad at me for driving the way I do?" X smirked.

"Because that's not just scary it's insane!" Elle snapped.

"You know what they say about two life forms who bicker constantly don't you?" Anna hinted.

Both agents stopped and glared down at her, Anna returned their gaze with a wide knowing grin.

Two eyes followed the small group's every move. The same eyes that had been gazing steadily as Agents Lucy and S had made their way deep into the heart of the maze. 

"Sshh!!!" Anna hissed as her ears twitched around. "I hear something."

"What?" Elle and X demanded.

"Breathing," Anna whispered, her eyes adjusting to the darkness, "we're being watched."

X drew his sidearm and held it out before him. Elle did the same and shifted her gaze over to three coffins standing against a black cardboard wall.

Those would make a perfect hiding place…and not just for a human wearing a mask.

Alpha grew impatient with his mind games and decided to strike down the small group quickly before they called for reinforcements. It was only the top agents that he had to worry about.

Elle cautiously drew closer to the coffins with X following a little too closely behind her.

"Do you mind?" she scowled.

"Fine," he eased back, "but don't blame me when you wind up in one of those things."

Rolling her eyes Elle warily opened the lid of the first coffin, nothing. The same with the second. Then she reached the third. 

X ignored Elle's grunts and stepped closer again as she jerked back the lid of the third coffin and-

"Empty," X huffed, "figures."

A shadow fell over Anna and she turned around, but not in time to stop the madman behind her.

Elle and X heard her cry and sprang into action. Unfortunately, they too were too late.

"Surprise," the butchered face of Alpha mocked them as darkness engulfed the agents. "Now," he chuckled to himself, "I've captured all the pawns, time to take down the king."

******

Jay grumbled and pulled at his green tights. This costume was really cramping his style. "What I wouldn't give to be out there with Kay right now!"

"Ditto," Delia muttered from behind him.

Jay turned around and spotted Delia in her Tinkerbell costume. "Correction, what I wouldn't give for a CAMERA right now!"

The blonde agent glared at him furiously as he doubled over with laughter. "Gee Jay, all you need to make that outfit perfect is the ability to fly!"

"Perhaps I could be of some assistance there," Zeeltor offered cheerfully as he entered the room.

"Oh no!" Jay held his hands up defensively.

"But it would really be quite simple," Zeeltor continued.

Jay started frantically searching his person, "Aw man! Didn't Peter Pan have a dagger or something?!"

A mischievous grin appeared on Delia's face, "CLEAR FOR TAKEOFF!"

Before Jay knew what was happening, or noticed the chip on Tink's forehead, he was lifted up high in the air and slung across the room.

Two of the alien children glanced up as Jay soared passed them screaming at the top of his lungs, "He can fly!" they shouted.

U was about to start scolding the two agents for 'unprofessional behavior' when his communicator beeped.

U pulled out his communicator and saluted as Zed's face appeared. "Agent U?"

"Yes chief?"

"Unpucker son, I need you to round up the other agents and bring them up to my office, pronto." Zed instructed.

"On the double Sir," U nodded.

Jay sat up happily, finally, his luck was changing!

U frowned before the connection was closed. "But Sir, what about my class?"

"I think Agent Jay can handle them." Zed smiled. 

Jay's jaw dropped, "You've GOT to be kidding me!"

"Hey Agent Jay," a little Tiffliz boy in a jack-o-lantern outfit tugged at Jay's tights.

"What?"

"Do that flying trick again!"

"What?! No way in---WHOA!" Jay started to protest but Delia got one last levitation gag in before she left the room.

She snickered as she shut the door closed on the moaning Jay and applauding kids.

Jay rubbed his back angrily and glanced over at Zeeltor who was chuckling away. "What are you laughing at?"

"Now now Agent Jay," Zeeltor smiled, "you know what you Earthlings say…don't get mad-"

The corners Jay's mouth curled up as an idea formed in his brain. Zeeltor and Yazmine had been shrunk down to a bug's size not too long ago. In fact…if that device could shrink two alien scientists down to the size of a cockroach, it could probably shrink a sneaky little blonde agent down to the size of a fairy!

"Zeeltor my man," Jay put a hand on the scientist's shoulder, "you're a genius!"

________________________________________________________________________

*I'll try and post more often, I mean it this time! : P Read and review please! ^_^*


	5. Evil Lurks Close By

****

Halloween Havoc

Part Five: Evil Lurks Close By

The room was dimly lit, that was the first thing she noticed. Then the cold breeze put out by a tiny air vent. Dark shadows decorated the bare walls and a thin layer of dust covered the floor.

"Where am I?"

The lights flickered and the sound of muffled footsteps echoed in her ears. It sounded almost as if someone were dragging themselves along the floor. 

A shadow fell over the hunched over agent. Aileen moaned and dared to sit upright. Finally her vision cleared and allowed her to focus on the figure before her. "Kay?"

"You alright?"

"I think so." Aileen noticed her hands and feet were bond, Kay was tied up in the same fashion which accoutered for his difficulty in getting over to her. "Where are we?"

"I'd say we were in an old wine cellar." Kay responded. More voices came from the shadows and other agents wriggled into the light. "Everyone alright?"

"What happened?" Lucy said in a dazed tone.

"Alpha." Kay stated grimly.

"He's up to his old tricks again." S muttered as she struggled against her bonds.

"Kidnapping agents is one thing," hissed a voice, "but harassing cats is going TOO FAR!"

"Anna?" S called.

"This'll teach me to hang out with amateur agents."

"That's her alright."

Elle slowly opened her eyes and found herself in the shadows at the far end of the wine cellar with other agents dragging themselves into the dim light.

Yawning she tried to stretch out and found that she too had been tied up. Sometimes she seriously questioned her eagerness to get out of the lab and into fieldwork.

Just then she heard a moan from overhead. "Wh-who's there?"

With minimum effort she glanced up at the mysterious figure that she'd been using for a pillow. He started to stir and when his eyelids slid open he shouted.

"AAHHH!!!" X screamed. Elle was lying---in HIS lap! The nerve of these humans! "Go find a rat to lie on!"

Elle sneered and forced herself up. "I'd like to find a rat to stuff in that black hole on your face."

Kay shushed them and starred upwards to the cellar's ceiling. Footsteps could vaguely be heard coming from above. Once they reached the cellar door a brief moment of silence followed then the beeping of numbers on a keypad came from behind the door.

The MIBs looked on in defiant helplessness as the door opened and a cloaked creature stepped inside. His toothy grin shown out from beneath the wide brim of his tan hat. Then two yellow eyes looked on from a gray, sunken in face. "Ah, you're awake. Excellent. Now the _real_ fun can begin."

******

Back at MIB HQ Jay was plotting revenge against Delia. Only this time, he'd pull it off with the help of one of the resident mad scientist's inventions.

Yazmine stood by a counter flipping through one of her favorite supply magazines, 'GIZMOS'. She was a bit surprised to find Agent Jay dashing into the lab. "Why Agent Jay, what brings you here? And so---willingly."

"Oh, hi ya Doc," he darted behind her and started searching the shelves.

Yazmine did a double take when she noticed what he was wearing. "Uh, Jay dear. Don't you think you should be tending to Agent U's class?"

"No problem," he assured her, "we're just out running a little errand."

__

We? Yazmine's jaw dropped when she saw Zeeltor enter the lab followed by U's entire alien class!

"Oh dear!" Zeeltor exclaimed to two children tossing around what appeared to be a beanbag full of goop, "Mustn't throw that around, it could-"

****

POW!!!

"-explode." a slimy Zeeltor finished.

Yazmine smirked and leaned forward on her hands, "And tell me doctor, what have we learned about combining rambunctious alien children with dangerous lab equipment?"

"Um…" Zeeltor grinned, "they're still less destructive than Agent Jay?"

Right on cue Jay darted out from behind them and rushed towards the exit, shoving something in his coat pocket as he ran. "C'mon kids, I'll--uh--show ya how to use the copy machine to make fake hall passes!"

"What's he trying to sneak out of here with this time?" Yazmine groaned.

"Perhaps we should overlook it," Zeeltor pleaded, "at least he'll take the children with him."

Shrugging Yazmine went back to her magazine as the last of the alien children put back the 'toys' they'd been 'playing' with in the lab.

******

Up in Zed's office the other agents stood before his desk hoping to get out of candy duty and out onto the field.

"Decided to send in the rookies?" Di asked.

"Actually," Zed sighed, "I'm afraid we've lost communication with our top agents."

"You mean, something's happened to them Sir?" W asked.

"This is an outrage!" U burst out, "Sir, I volunteer my services in aiding the MIB to apprehend Alpha and see to it that he's firmly dealt with for such blatant disregard towards our agents."

Lee mimicked U's every word from behind his back. Delia and Di found this particularly funny, which only served to enrage U further.

"It's just a shame that SOME agents aren't as dedicated as others." 

"Yeah," Lee scoffed, "dedicated to being pushy jerks."

"Before we do anything drastic which could lead to the loss of more agents I think we should allow the first team of agents more time to contact us. This may all just be part of some plan they've surmised." Zed continued. "Drastic measures are often necessary when dealing with threats as dangerous as Alpha."

"So we're still on candy duty?" Chase frowned.

"For now. But I wanted to keep you on the up and up."

R felt like slamming his head in one of the desk drawers, "But Sir…how long before we get to take the case? I mean, what if the agents really are in trouble?"

"We'll have to give them another thirty-seven hours to check back with us." Zed answered, "If we haven't heard anything by then, the case goes to all of you."

Di flinched, in another thirty-seven hours they'd be taking the alien class out trick-or-treating with Commander Killjoy!

Agent U saluted and left the office with the other agents sulking behind him.

Agent Bea sat at her desk marking a few more dates in her calendar as the parade of sour faced agents walked by. "Back from your meeting with Zed already?" she questioned in her usual motherly tone.

"Yeah Aunt Bea," Di answered, it was typical of the other agents to refer to Bea that way. "We're going back to candy duty now."

"I'm sorry to hear that," Bea sighed, "are the other agents alright?"

"They're a lot better off than we are, that's for sure." Chase grumbled.

"I just hope Alpha hasn't gotten to them," Bea worried, "he can do some real damage when he wants to."

The agents continued on their way just as a Wenfeng from the Ifix galaxy approached Bea's desk.

"Why thank you Qualfsaur," Bea blushed as the Wenfeng handed her a bouquet of exotic flowers. While Bea was seen as a bit chubby on Earth she was a dazzling beauty in the eyes of several other alien races. So Bea had grown accustomed to getting lots of attention from visiting aliens in her twenty-two years of working with the MIB.

Qualfsaur placed his tentacles behind his back and muttered a strand of compliments to Bea in his foreign tongue. 

"How sweet," Bea smiled, "and I'm sure that you're cousin Prolox has a birthday coming up soon." She took a moment to flip through her calendar, "Ah yes, one week from today. You be sure to wish him a happy birthday from me and have a safe trip home."

Once Bea was left alone at her desk again she found herself staring up at Zed's office with deep concern. The poor man hardly ever got enough sleep anymore and she had a nagging feeling that Alpha was going to see to it that the MIB would have several sleepless nights to come.

________________________________________________________________________

*Yawn! Well, I've managed to crank out another chapter. Hope everyone's enjoying this story so far. Thanks for all the reviews! ^_^ Part 6 is underway!*


	6. Trick or Treat?

****

Halloween Havoc

Part 6: Trick or Treat?!

Agent Jay peered around the entrance to U's classroom. The other agents were already back, R and Chase continued to whine about their costumes as Lee and Di helped break up a block fight between two Parsonians. Then he spotted Agent Delia in the corner, so unsuspecting, so naive, so…perfect.

"So," he casually strolled in with the device hidden behind his back, "are we off candy duty?"

"You wish," W chuckled, "the agency's lost contact with the first team of agents but Zed wants to give it another standard MIB day before sending in a second team."

"Which means its trick-or-treating for us," Delia grumbled.

"And what the heck are we supposed to be anyway?!" Chase demanded as he glared at his awkward reflection in a mirror.

Di turned and snickered, "Haven't you boys ever heard of the Three Musketeers?"

"But there's only two of us." R observed.

"It's not the first time the MIB's had to improvise." Delia shrugged.

U was pleased just to get called into the head man's office so he was naturally in a good mood. "Come on everyone, let's make this a Halloween to remember!"

Lee rolled her eyes and said aside to W, "I feel for you hon, having to put up with this joker 37-7."

"U has his moments," W pointed to the unwrapped costume on the desk behind him and winked.

"Oh, uh--Del--" Jay spoke up.

"Yeah?"

"--Zeeltor needed to see ya down in the lab for a minute. Something about those chips potentially malfunctioning."

"I'll risk it." Delia responded hastily, no way was she setting foot in that lab. Especially this close to Halloween. There was just no telling what sort of bazaar rituals a mad scientist like Zeeltor practiced around such a freaky holiday.

"Alright," Jay shrugged, "the signs are obvious anyway, if you start experiencing any I guess you could go see him then."

"Signs?" this caught her attention.

"Nothing big," Jay grinned, "the usual. Headaches, mild fever, swelling, _frizzy hair_…"

"_FRIZZY HAIR_?!" Delia repeated, dashing out the door. "ZEELTOR, YOU'VE GOT SOME EXPLAINING TO DO!!!!"

Snickering to himself Jay sneakily followed her out.

******

"Whatever you're up to Alpha," an angry Agent Kay frowned, "you won't get away with it."

"But I've already gotten away with it." Alpha smiled, "I have the best of the best of the **BEST** at my disposal. MIB Headquarters won't stand a chance against me now."

"Yeah right," X huffed, "like they're just gonna let you walk right in and take over."

"No…" Alpha grinned, slowly removing his trench coat and letting it drop to the cellar floor. The other agents gasped. "…but a fellow like Zed should have no problem."

"He looks just like---" Lucy trembled.

"Zed." S finished in a disgusted low tone.

Pulling the other half of his mask over his face Alpha smiled at them devilishly. The illusion was remarkable. "Like it?" he asked, "It's made of genuine HUMAN skin."

"You're despicable." Anna hissed.

"Actually my dear," Alpha stated as he slowly advanced on her, "I prefer to think of myself as a rather cunning genius. I see something I want and I work hard, refusing to rest until I get it."

"Zed's been with the MIB since it first started," Aileen informed him, "the other agents will recognize the difference instantly."

"I beg to differ," Alpha countered, "I too have been with the MIB since it first began, and I know a great deal about Zed's personality. I'll mimic it for as long as it takes to get settled into my top ranking position, then I'll slowly take over. Those who refuse to swear loyalty will meet with the same fate which is in store for you."

"So you're planning to kill us?" Lucy questioned.

"Eventually," Alpha grinned, "but for now, consider yourselves Plan B. Should anything go wrong the MIB won't be able to lift a finger against me for fear that harm might come to all of you."

"You know the MIB's policy on not negotiating with the likes of scum like you." Kay spoke solemnly.

"Things change," Alpha chuckled, "especially when their best agents are involved."

"Others will come for us!" Elle shouted in frustration.

"And they shall be expendable." he laughed.

The agents glanced hopelessly at each other, Alpha's plan seemed foolproof. There HAD to be a way to beat him, just like they'd managed to do many times before. 

Observing their worried faces and thinking them as a sign that he'd broken their spirits Alpha turned to leave. Before slamming the door shut he called back over his shoulder, "Sorry to leave you so soon but duty calls and the head of the MIB can never rest."

Once the agents were alone again S spoke, "What do we do now Kay?"

A look of concern covered Kay's usually emotionless face, "As much as I hate to say it, I think this time the fate of the world rests on the shoulders of the rookies."

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*Halloween's rapidly approaching and I'm doing my best to make sure that this fiction is done before then, (crosses fingers), please keep the reviews coming. They really help motivate me. G Thanks to Delia97 for helping me out with story ideas. ^_^*


	7. Pixie Dust is a Fashion Must!

****

Halloween Havoc

Part Seven: Pixie Dust is a Fashion Must!

Jay couldn't believe how gullible Tink, ur--Delia--was. As she continued to storm off towards the lab he drew the shrink ray from behind his back and took aim. She wouldn't know what hit her!

"Now think happy thoughts," he snickered and pressed the button.

Delia burst into the lab with her temper flaring, "ZEELTOR! WHAT'S THIS ABOUT MY CHIPS CAUSING _FRIZZY HAIR_?!"

Zeeltor looked up from his work while Yazmine tossed him a 'What did you do _this _time?' stare.

He merely shrugged as the agent was consumed by a familiar flash of light.

"Uh-oh…" Yazmine groaned, she KNEW that flash. "ZEELTOR! The Tight Fit Machine!"

Before either scientist could get in another word Delia had shrank to the size of--well--of a fairy!

She appeared a little dazed by the flash but didn't seem to immediately notice her reduced size as she continued to stomp over towards Zeeltor (who was trying his best not to laugh).

Jay, on the other hand, was hysterical. "Oh man! IT WORKED!"

Delia ignored him until she got to Zeeltor's feet and noticed they came up to her knees. "AAHHH!!! GIANT!"

"Oh dear," Yazmine knelt down and scooped the fairy sized agent up in her hand. It was like holding Blitz. "Delia honey, I'm afraid you're the one who's gotten---smaller."

"WHAT?!" Delia squeaked. Then her eyes narrowed and her head darted around, "JAAAYY!!!"

"How's the weather down there? TINK!" Jay cackled.

"I can't believe this!" Delia squealed in her high pitched, tiny, tone. "I'm gonna KILL you for this Jay!" The sound of chuckling caught her attention and she spotted the creator of the nightmarish device, "Right after I KILL ZEELTOR!!!"

Yazmine gasped as Delia used her shrunken chips to levitate herself over to Zeetlor's head and began jerking his branched out 'growths'.

Agent U entered the lab to retrieve the two 'candy buddies' who he figured were slacking off and spotted the miniature agent attacking Zeeltor.

"Well," he murmured, "at least that's one less person to cause trouble."

Naturally, Delia heard this. "OH YEAH?!"

Using her chips she zipped through the lab, knocking over beakers and various (light weight) inventions.

Zeeltor quickly grabbed a beaker and placed it over Delia as she skipped across the keyboard, deleting his research files.

"HEY!" her little fists pounded on the glass.

"AGENT JAY!" Yazmine turned and scolded the snickering rookie.

"Hey, don't look at me," Jay replied defensively, "this whole thing was Zeeltor's idea!"

Yazmine turned on the scientist, "Well, I never imagined that Agent Jay would cause THIS much trouble." he chuckled uneasily.

******

It had been all too easy to sneak into the MIB HQ. The most anyone did to get in his way was hand him a stack of folders and ask if he wanted a cup of coffee.

Alpha was thoroughly enjoying himself. Now to get rid of the extra…

"Oh, hello Sir." a woman's voice greeted him. Glancing down he recognized the woman as the first female recruit of the MIB.

"Agent Bea, isn't it?"

"Yes Sir," that was odd, Zed was usually so good with names. He must really be having a hard day. "How are things today Sir? Not too stressful I hope."

"Oh I believe things are finally beginning to look up." Alpha smiled under his Zed disguise. "In fact, I foresee a few much needed changes in store for this organization."

"Really?" this didn't sound like the Zed Bea knew at all. He was usually so set in the MIB's traditional ways. 'If it ain't broke, don't fix it.' had always struck her as a motto that Zed lived by.

The _real_ Zed was up in his office, as usual, pondering over the strange disappearance of his best agents. As much as he dreaded it, it looked like he'd have to send out the second team. Pressing a button on his desk he spoke to one of the receptionists, "Yev, send up Agent U and the other agents working with his class."

"I wouldn't bother the youngsters," an eerily familiar voice chuckled from the doorway.

"Who are-" Zed began as the figure stepped into the light, "ALPHA?! What's the meaning of this?"

"It's like looking into a mirror isn't it?" Alpha sneered.

"Too bad you didn't get my good side," Zed snarled, now if only he could get to his sidearm…

Alpha saw Zed reaching for his desk drawer and whipped out a weapon of his own, "Not so fast old timer. Unlike you I've learned a few tricks sense our last encounter."

"Whatever you're plotting this time Alpha, it won't work!" Zed declared.

"Really? And who's going to stop me?" Alpha countered, "Even the great Kay is in MY clutches now!"

"What have you done with Kay?!" Zed demanded.

"Here," Alpha raised his weapon and fired, "I'll show you."

******

Delia was outraged, being cramped up under a tiny glass beaker. Fed up at last she pulled out her J2 standard sidearm and waved it in Jay's face.

Jay gasped from the other side of the glass where he'd been teasing her, "How'd you get one of those?!"

"I wouldn't use that," Yazmine cautioned a little too late as Delia fired.

The blast ricocheted off the glass and when the smoke cleared a soot covered fairy sat in the center more steamed--and stunned--than ever.

"I tried to warn you." Yazmine sighed as U's communicator beeped.

"Yes?"

Yev started to speak but the transmission was temporarily interrupted. "Well?" U persisted as Yev reappeared.

"Never mind." Yev seemed a bit puzzled, "Zed told me to contact you and the other agents but I've just received orders to cancel that order. Carry on."

The communicator screen went black again and U resumed watching the ever determined Delia try to escape from her glass prison.

This time she whipped out her icer and took aim. Everyone rolled their eyes as she fired. Unfortunately for Jay, the icer froze the glass and caused it to shatter into about a million tiny pieces.

Seeing the steamed pixie free Jay screamed and took off down the hall with Delia in hot pursuit.

"Now that THAT'S over!" U exclaimed and followed them out.

Sighing with relief that Delia hadn't resumed destroying the lab Zeeltor went back to his latest project. He caught sight of Yazmine on the other side of the room bending over a microscope and tinkering with some wires.

"What do you have there?" he inquired.

"Just a little something for Agent Delia," Yazmine winked, "After all, what's a fairy…without her wings?"

________________________________________________________________________

*Jay has about thirty seconds to live before Delia catches up to him, lol. And don't forget that Alpha's secretly taken over headquarters! Hope I've got you all in suspense cause it won't be too long before chapter eight is up! Reviews are appreciated!*


	8. Which is Witch?

****

Halloween Havoc

Part Eight: Which is Witch?

Halloween, the holiday of trick-or-treating, costume wearing, and mischief making, had come. The agents on candy duty groaned as the sun slowly sat beneath the horizon. Everyone was thoroughly bummed out. Well, almost everyone…

"ALRIGHT! HALLOWEEN!!!" Agent Di shouted as she and Chase burst through the garage doors with their group of alien trick-or-treaters.

"Looks like Halloween Girl's having a good time," R joked. "Hey…where's Delia?"

"You mean Tinkerbell," Jay snickered.

He was immediately whacked upside the head by some sort of giant bug. A giant bug that bore a striking resemblance to, "Delia?"

"Who's it look like genius?" the miniature agent hissed at her partner.

"How are you supposed to help me control this group when you're less than HALF their size?!" R demanded.

"BLAME JAY!"

R turned to sock Jay for doing this to them but found that the agent had wondered over to another of the MIB vans with his partner, Agent Lee. "So, um, how about handing over the keys and letting an experienced agent drive?" he grinned.

"I don't think so Peter," Lee laughed and hopped into the driver's seat.

Delia got a kick out of this, "Why don't you just_ fly _Peter?" 

"Speaking of flying," Yazmine came up behind Delia and held out a pair of tiny wings, "these should come in handy tonight."

"What are those for?" Delia grumbled, "To further embarrass me?"

"Not at all hon," Yazmine smiled and help Delia put on her wings, "these will allow you to hover simply by thought instead of directly using the chips and wearing yourself out."

"Goodie," Delia replied unenthusiastically.

"Let's get this humiliating show on the road!" Chase called to the others as he slammed the door to the van shut.

"Wait a minute," W called back, "where's U?"

"Over here," murmured a voice.

W turned and burst out laughing when she saw her partner dressed up as a mime. 

"Ah, ah, ah U!" Jay teased, "You're not supposed to talk."

U scowled at the agent as he darted to his van and climbed in. 

"Thank the stars I remembered my camera," W winked to Lee. 

"Make sure to get lots of copies!" Lee laughed.

"Almost forgot," Jay snickered as he walked over to Delia.

"Care to have a wand shoved up your-" Delia began but was cut off when Jay dumped a small container of gold glitter all over her. "WHAT WAS THAT FOR?!"

"Just helping you get into to character," Jay cackled and then darted back to his van.

"Any pixie dust cracks and you'll be spending your NOT SO HAPPY Halloween in the intensive care unit," Delia warned a snickering R as she flew into the van.

******

Alpha was loving his new position as the head of the MIB. There was no one who could throw a wrench in his plans now. He'd taken care of all the loose ends. No one was left that had ever successfully thwarted his plans. No one, except, "CURSES!" 

Alpha slammed his fists down on Zed's desk as he realized that Agent Jay had beaten him before. That menacing rookie seemed to have the best dumb luck of any agent in HQ. While he'd managed to snag the best of the best and even the head man himself, he'd failed to nab the one idiot who could actually succeed by mere coincidence in foiling his scheme.

"No matter," he told himself smugly, "there's still time to remedy the problem before Agent Jay's dumb luck kicks in."

After checking up on where the agent was supposed to be Alpha (or 'Zed') made his way down to Agent U's classroom only to find that he'd just missed the 'candy buddies'.

Once again it looked like Agent Jay had managed to evade his grasp, but Alpha wasn't a quitter. He'd rid himself of that second rate pest if it was the last thing he ever did! And with that mindset, he crept down to the garage and procured a vehicle for himself. Destroying the other nuisances would have to wait, Agent Jay's demise was now his main priority. 

"Laugh it up while you can Agent Jay," Alpha whispered to himself as he sped out of the garage, "for it's only a matter of time before your dumb luck runs out!"

******

"Trick-or-treat!" the little alien children in Jay and Lee's group cried out. A middle aged human female answered the door and grinned down at the adorable youngsters.

"Aw, how cute. Here you go kids." she proceeded to dump all sorts of candy treats into their decorated bags.

"We'll have to remember to pick out the chocolate ones before they dig in." Lee reminded Jay.

"And I know just what to do with it all too." Jay's mouth was watering at the thought of all those chocolate covered goodies which were unsafe for aliens to eat.

R stood at the end of a driveway just a few houses away waiting while his group of trick-or-treaters rang the doorbell. "Where's Delia?"

A little glitter covered alighted on his shoulder, "You called?"

"Where've you been?"

"Plotting Jay's payback for doing this to me!" she answered.

"Oh," R smiled, "well, pintsize or not, you still look pretty cute."

Delia sighed and sat down on his shoulder, "And you look like a candy bar mascot."

"My, that looks just like a little person," a young trick-or-treater's father remarked as he passed by the two agents.

Agents Jay and Lee were making their way down the sidewalk when Jay overheard the comment. "Oh no," Jay laughed and snatched Delia by her wings, "she's remote controlled. See, she flies and everything." he swung Delia around in the air a couple of times before sticking her inside the treat bag R was carrying.

"That's--uh--creative." the boy's father remarked before hustling his son down the sidewalk.

"Man R," Jay laughed, "can't let people know she's real or anything. I'm not sure if the MIB has a policy on concealing information on fairies, but with Mr. By-the-Book tagging along I don't think we oughtta risk it."

"I heard that Agent Jay!" U yelled.

"U!!!" Lee laughed, "SSHHH!!!"

R peeked inside the bag to see if Delia was okay. "You alright in there?"

"I think I just tossed my cookies somewhere in the middle of all this candy." she groaned.

R cringed and helped her out of the bag. Once she was resting on his shoulder again they gathered their group and followed the other agents over to the next block.

None of the agents were aware of the two beady eyes watching them from an LTD parked over in the shadows. Agent Jay continued to laugh and joke around as the team proceeded to cross the street. "Ah Agent Jay," the sinister voice of Alpha laughed, "I've got you now."

******

Not too far from where the small party of agents were taking the alien children door to door a trash can turned over and a gray cat leapt out onto the street. Meowing as he walked the cat sniffed the air for something edible.

A new scent crept in on the breeze and the cat followed it to a crumbling old house off on a hill. The creepiness of the domicile didn't frighten the furry creature as it walked over to a wine cellar's entrance and peered in through the tiny cracks in the padlocked heavy wooden doors. 

Thin rays of light managed to pierce the harsh darkness inside and the feline's eyes could just barely make out the figure of another cat chained up within.

The female cat's eyes slowly opened and she spotted two glimmering eyes watching her from the doors overhead. "Who are you?"

The cat purred and started licking his paws.

"Obviously not my breed." Anna huffed, "Look, Earth cat, get help!"

The cat turned its head slightly, this strange female spoke almost as if she were---human.

Anna hissed and buried her head beneath one of her paws, "A DOG can get a kid out of a well but ask one mangy Earth cat to go find someone who can pick a lock and look what happens!"

"What are you grumbling about?" S whispered.

"Look for yourself," Anna raised a paw and pointed to the male cat watching them from the cracks in the wine cellar doors.

"Oohhh," S smiled, "look, Anna. I've got an idea."

"I think I know what you're thinking," Elle smiled.

"Well I'm freaked out," X murmured.

Anna glanced at the two humans grinning at her slyly, "OH NO! NOT THIS KITTY!"

"C'mon Anna," Lucy pleaded, "for all our sakes!"

"Just flirt with the cat a little," S said holding back laughter, "I KNOW you know the language of an Earth cat."

"Orion would do it for a pretty lady cat," Elle snickered, "so maybe this one will too."

"May be the only way," Kay agreed, catching on to what the women were asking.

"Fine." Anna grumbled and started meowing to the male cat peeking in at them.

The male cat listened intently as the female finally started speaking the proper language. Then with a gesture that seemed almost like a nod the cat took off and swiftly darted back to the streets.

"What did you say?" Lucy inquired.

"I told him if he came back with help I'd meet him for caviar and a saucer of milk." Anna sneered.

S couldn't help but laugh at this.

"AND it would all be at my human's expense of course," Anna added triumphantly.

"I knew I should've partnered up with a dog," S groaned.

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*I WILL have this fic done by the end of today (Halloween). So keep reading and reviewing and I'll keep typing away! ^_~*


	9. Stranger in the Night

****

Halloween Havoc

Part Nine: Stranger in the Night

Jay continued walking along with the group, just as unsuspecting as Delia had been. Alpha slowly stepped out of the vehicle and followed him.

Now when one's followed an eerie feeling usually overcomes them. The feeling of being followed, pursued by an unidentified being. Jay had the same sort of odd feeling just as his group was nearing the end of the street.

"Hey Lee," he called, "where are the other groups?"

"They went on ahead to the next house," Lee answered, "I'm helping the _ballerina_ retie her shoes."

"Then why do I get the feeling that somebody's following us?"

"Because you're weird?" Lee shrugged.

"Ha ha, very funny." Jay huffed.

Alpha saw his chance as Lee walked ahead with the other trick-or-treaters. Jay was standing all along by the bushes at the end of a driveway. Creeping up softly Alpha was soon on the side of those bushes. A dark smile spread across his disguised face as he drew his weapon and held it up inches from the back of Jay's head.

His fingers closed around the trigger and the image of Jay gasping and crumbling to the ground in a lifeless heap illuminated his black heart. This was Alpha's crowning moment of victory. Taking out Agent Jay, taking complete control of the MIB, and doing away with any and ALL obstacles that had ever dared to stand in his way!

"MEOW!"

"AAHHH!" Jay jumped sideways out of Alpha's range as a gray cat sprang out at his feet. "So you're what's been following me." he breathed a sigh of relief. He could handle one mangy cat.

The cat looked up at Jay and then turned to the bushes and began hissing. Jay shrugged and started off down the sidewalk. Alpha cursed the day cats were ever created. He'd be sure to rid the feline of all it's nine lives for ruining his shot!

"What's wrong with you?!" Jay demanded as the cat caught up with him and started darted around his legs. "Look kitty, I don't have any tuna and if you put a run in these tights I'll-"

"Meow!" the cat cried urgently. This human just wasn't getting it. Sheesh! A human half his age would've taken the hint by now!

"What is boy?" Jay joked, "Did Timmy fall in a well?"

The cat refused to dignify this with a response.

"Well good!" Jay laughed, "Leave him down there a while and maybe he'll stop playing around wells."

Getting fed up with this human's so called 'jokes' the cat decided the best way to get followed was to get chased. Springing onto Jay the cat let out his claws and tore through his tights. Jay screamed and looked down at the five runs on each leg.

"THAT'S IT!" he exclaimed, "I'M GONNA MAKE A VIOLIN OUTTA YOU!"

With what looked like a smirk the cat turned and ran for the end of the street with Jay in hot pursuit.

"GET BACK HERE YOU FLEA CIRCUS BUFFET!" Jay screamed as he raced past the other groups.

"What's up with him?" Lee asked.

"Did you see those tights?" Delia snickered, "Looks like Hook did a number on him."

"We'd better follow him," W sighed, "before he gets us all in trouble."

"AGENT JAY!" U called, "CEASE AND DESIST ALL FRUGAL ACTIVITY NOW!"

"U!!!!" the other members scolded.

"What?" U spun around.

Di put a finger to her lips as Chase chuckled, "No talking, remember?"

******

"It sure is taking him a long time to get back with help." Anna moaned.

"You sound almost worried about the poor dear." S grinned.

Elle's back was killing her, she needed to lay back. Unfortunately the only semi-clean thing to lean against was…ugh…X.

"And just what do you think you're doing?" X huffed as Elle leaned back against him. "I'm not some piece of furniture!"

"Oh I don't know," Elle snickered, "you seem like a _lazy boy _to me." 

"Do you hear something?" Aileen asked, currently she was the closest to the wine cellar doors.

"Listen." Kay ordered.

"YOU JUST WAIT TIL I CATCH YOU!" Jay's voice cried, "I'LL SHOW YA HOW TO FLY **WITHOUT** PIXIE DUST!"

"I'd know that voice anywhere," Kay stated in a none-too-thrilled tone.

"JAY!" Lucy cried.

The cat leapt upon the cellar doors and started pawing at the padlock just as Jay staggered up to it.

"JAY!" Lucy repeated.

"Huh?" Jay scratched his head, "Don't tell me you're an alien too?" he asked the cat.

"JAAYY!!!" Lucy shouted, "THE CAT ISN'T TALKING! I AM. AGENT LUCY!"

"Lucy?" Jay questioned, "The bacteria?"

"Don't try to think son," Kay called, "you might hurt yourself."

"Kay?"

"We're trapped in here!" Aileen cried. "Alpha's caught us!"

"And he's disguised himself as Zed!" S added.

"Whoa," Jay murmured and started tugging against the padlock. It may have looked old and rusty, but it was as solid and unbreakable as ever. "Well," Jay drew his Noisy Cricket, "I'm not lock picker, but I think I can jimmy it open."

The sound of a loud blast echoed through the cellar and finally the doors swung open and a grass stained Peter Pan--ur, Agent Jay--appeared at the opening. "Trick-or-treat?"

******

"Oh great!" U shouted as he and the other agents rushed up to the old house, "Jay's already wreaking havoc on the civilians!"

"Zip your lip U," Di smirked, "wouldn't want to be an unprofessional mime."

"Wonder how many pieces we'll have to carry back to HQ?" Lee joked as they spread out to search for Jay.

"I wouldn't worry too much," Delia laughed, "I'm sure Zeeltor can put him back together."

"Yeah," R agreed, "and you could have all kinds of fun making Frankenstein jokes."

Alpha's couldn't believe it! Once again his plans were falling apart right before his very eyes! He'd have to find a way to stop them from freeing the others. Even if it meant taking out the agents, one by one.

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*Just one more chapter to go! And I'm itching to wrap up this fic. So keep the reviews coming and I'll get started on part 10. ^_~*


	10. Skeletons in the Closet

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Halloween Havoc

Part Ten: Skeletons in the Closet

U went around to the back of the house while W stayed behind with the alien trick-or-treaters. 

Boy was he going to file a report on Jay and his unprofessional behavior when he got back to headquarters!

U couldn't see how anyone could act so childish and immature. "JAY! AGENT JAY! YOU'RE IN ENOUGH TROUBLE ALREADY SO DON'T MAKE IT WORSE MISTER!"

"I'm afraid that you're the one who's in trouble." Alpha's voice cackled from behind him.

U spun around and nearly passed out when he heard the dreaded voice of Alpha, but came face to face with his MIB role model, "ZED?!"

"You wish," Alpha sneered and removed his mask.

"ALPHA!" U was ready to pass out as he stared down at the mask of Zed that Alpha had thrown at his feet. "What have you done with Zed?!"

"Exactly what I indeed to do with you!" Alpha cried advancing on the startled agent.

Of all times to get into character U picked then to start ACTING like a mime. For lack of anything intelligent to do U simply started boxing himself in.

Alpha stood back and watched in confusion as the oddly dressed agent built an invisible box around himself.

"Perhaps this isn't necessary," Alpha turned away towards the rotting garden, "best not to disturb someone who's already…disturbed."

******

"Glad to see me?" Jay grinned as he used a small laser pen that he'd _borrowed_ from Zeeltor to free the agents.

"Ecstatic junior," S replied as she was finally able to pull her arms out from behind her back.

"Time we put a stop to Alpha's charade." Kay stated.

"Wait a minute," Lucy cut in, "if Alpha's masquerading around as Zed, then what did he do with the _real_ Zed?"

"I'll bet he's somewhere in this house." Elle wagered.

"Then let's stop with the mindless chatter and go find him!" X cried impatiently.

******

"If anyone had told me that I'd be spending my Halloween out in a rotten pumpkin patch," Lee huffed, "I'd have said they were crazy."

"Keep looking," R called from the other side of the decaying garden.

Delia was hovering overhead and decided to land on the arm of a scarecrow. "Phew! Flying's for the birds."

"Ooohhhh…."

"What was that?!" the tiny agent gulped as she scanned the pumpkin patch.

"Mmmm…Urrr….OOHHH."

The sound grew louder and when Delia turned to face the scarecrow she got a close up view of…

"AAHHH!!!!"

"What was that?" Di darted upright and slapped Chase on the shoulder.

"Huh?"

"Sounded like it was coming from over there." Di pointed to the pumpkin patch.

"Oh great," Chase muttered, "like I wanna spend the night stomping through a mass of rotten squash."

Delia stopped screaming just as R managed to reach her with a rotten pumpkin stuck on one of his boots.

"Are you okay?"

"Look!" Delia pointed.

R reluctantly removed the straw hat from the well stuffed scarecrow and was startled to find that it was Zed!

"Whoa!" R dropped the hat and stumbled back.

"Zed?" Lee lifted the hat and found a groggy white haired man staring back at her.

"That's just Alpha's style." Di shook her head, "It's not enough to merely capture someone, he's got to humiliate them too."

"HA!" Jay laughed as he emerged from the house with the other agents after an unsuccessful search, "If he only had a brain!"

"That's enough with the wise cracks Slick." Kay warned.

Jay took the pen and cut Zed loose. While the others were distracted with their boss Alpha was silently creeping up on them with his most powerful weapon drawn.

"Nothing like a group disintegration to top off the perfect Halloween." he sneered and raised his mega blaster Z5.

Anna's ears perked up and her head darted around just in time to spot Alpha taking aim. "HIT THE DECK!"

The agents dropped to the ground and the blast soared over them, obliterating the scarecrow stand that had once held Zed prisoner.

"Sorry agents but this will be your LAST Halloween." Alpha stated as he prepared to fire again.

"Aw but this year's been so much fun!" Delia shouted and zipped over his head.

Alpha swatted at the pixie but failed to strike her as she dusted the sparkling glitter off into his eyes.

"Way to go Tink!" Jay shouted.

"Let's kick butt!" Di cried and pulled out her Pulse Wave Projector (a weapon Yazmine had designed especially for her).

Before Alpha could clear his vision Di fired and sent pulse waves out shattering his weapon. "I've got to get the Doc to make me one of those!" Jay exclaimed.

"Now to ice this ghoul." Delia whipped out her tiny icer and took aim at Alpha's head.

"You can't really expect to stop me with that microscopic ice machine?" Alpha sneered to the pixie.

"We'll see," Delia grinned and fired, she hit the circuitry sticking out of the side of Alpha's head.

"What the-" the wires froze and ceased to function. Alpha was loosing energy, his decrepit being was slouching over.

"What happened?" R puzzled.

"The ice must be destroying his circuitry," Elle explained, "after changing forms--and body parts--so many times he's become almost entirely dependent on technology to keep him going."

"So you mean…" Lucy began in disbelief, "we've actually beaten him this time. For good?"

"Looks like it," Kay murmured, unsure of what he was saying.

Just then Delia flew back behind R, "What's wrong?"

"He's glowing!" Delia squeaked.

Sure enough, Alpha's body emitted a faint reddish glow. "Oh no," Elle mumbled, "he must have a back up system for emergencies like this."

"What's happening human?!" X demanded, "And say it---IN ENGLISH!"

Elle gritted her teeth and spoke, "ALPHA'S PROGRAMMED SOMETHING INTO HIS MACHINERY TO MELT THE ICE AND REGULATE HIS TEMPERATURE."

By the time Alpha had recovered he was facing down the barrels of several MIB weapons in the hands of the best of the best…and the rookies.

Seeing that he was beaten and out numbered AND out gunned he sensed it was time for a tactical retreat. 

"Another time Agents," he grinned, "and next time Agent Jay," he added darkly, "no amount of foolish luck will protect your king from MY strategy."

A burst of smoke and sparks engulfed him and the agents fired. When the smoke cleared nothing was left of Alpha…nothing at all. He was gone.

"He got away!" Lee yelled.

"AGAIN!" Chase huffed.

"All the same," Zed spoke up, "I'd like to think all of you for saving my neck back there. Especially you…rookies."

"I think they'll make some pretty fine agents yet." S patted Di on the back. "Oh, and Anna…"

The alien cat gulped when she heard purring from behind. 

"I believe you've got a promise to keep." S chuckled, "Even if it is _my_ treat."

The gray cat from before purred around poor Anna who merely winced and stated, "Oh well, at least it's better than candy duty."

"Speaking of candy duty," Lee murmured, "what happened to U and W?"

"Over here!" W called.

"Where've you been?" Lucy inquired.

"Back with the kids. We went looking for U," W gave the others look of sheer confusion, "and he's stuck in boxed in mode."

Zed rolled his eyes and went around the house to get U. "Agent!" he shouted when he found the mime placing his hands against an imaginary wall, "Get back to your van this minute!"

U's eyes went wide when he saw Zed again, thinking it was still Alpha from before, "AAHHH!!!!" he screamed at the top of his lungs and flew off across the yard.

"Humans," X muttered.

R was shaking his head, "When will that guy learn? Mime's aren't supposed to talk."

X turned to his cousin and finally noticed what he and Chase were wearing, "What on Earth are you supposed to be?" he cackled, "And how many turkeys had to die for you two to make those ridiculous outfits?!"

While X was hysterical about what the two other JeeDangians were wearing they were exchanging mischievous looks that rivaled those of even Agent Delia. Elle paid close attention to this and made a mental note to stock up on her film.

******

Back at headquarters Yazmine held up The Tight Fit Machine and proceeded to zap Agent Delia back to her normal size just as Jay waltzed in whistling a Neverland theme.

"Hey Tinkerbell!" he teased, "I found this toothpick in the cafeteria, thought it might make a good magic wand!"

Jay froze in his tracks and dropped his jaw as a full sized Agent Delia glared at him with her triangular chip at full power, "Cleared for takeoff!"

Elle was in the kitchenette and could hear Jay's screams from the lab. Shaking her head she finished loading her camera. 

She was just in time because as soon as she closed the case a very enraged, very ridiculously dressed Agent X stormed into the room.

"Oh this is TOO MUCH!" Elle snickered and started snapping pictures.

"Give me that camera HUMAN!" X ordered, but Elle evaded his grasp.

"Make sure to save some of those for his mother," R laughed and leaned against the door frame.

Lee and Lucy were walking by the kitchenette when they spotted Agent X in a struggle for control of Elle's camera, and more importantly, her film!

"Oh man, what did you two do?" Lee asked.

"We just helped ol' X get into the Halloween spirit." Chase smirked.

"Yeah," R agreed, "and now we're finally the THREE Musketeers."

Back in Zed's office the head of the MIB stood before his large glass window peering down at the hardworking agents and visiting aliens below. To think that he'd almost lost all of this…he might have actually missed it. Though chaotic at times, Zed had to admit, there was no place like home. And the MIB was home. The staff, his family. He noticed the first ever female recruit sitting at her desk, flipping through her calendar marking more important dates down.

'Good ol' Aunt Bea', he smiled, 'it's agents like her, Kay, Aileen, S…and yes, even Jay. That make it all worth it. And even the rookies came through this time. It's good to know that even when my time is up, the MIB'll be in good hands. And this Halloween will be one that no Neuralyzer could ever make me forget.' 

Bea smiled up at the figure standing in the window, 'Now _that's_ the Zed we all know and love.'

Zed remained at the window in thought for a while until something passed by and pulled him back to the wonder reality of the MIB. Agent Jay soared passed, once, twice, three times. On the fourth pass he grinned and waved. Rolling his eyes Zed put up his hand and returned the gesture. 'Yep…it's a Halloween I'll never forget, even if I try.'

****

~*The End*~

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*I TOLD YA! This fic is up and it's Halloween! ^_^ I like to keep my promises so I hope you'll review and let me know what you think of the whole thing. See you soon (Christmas will be here before you know it).*


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